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ESCROW AGREEMENT This ESCROW AGREEMENT, (the "Agreement'), made and entered into as of 1, 2018, by and between the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (the "Agency"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, having a corporate trust office located in Los Angeles, California, and being qualified to accept and administer the trusts hereby created, as trustee and acting as escrow agent hereunder (in such capacity, the "Escrow Agent'), WITNESSETH: WHEREAS, the former Community Redevelopment Agency of the City of Santa Ana (the "Former RDA") has heretofore issued and sold $66,790,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $ aggregate principal amount is currently outstanding (the "Series 2011 Bonds"), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "2011 Indenture"), between the Former RDA and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), which Series 2011 Bonds are subject to refunding and defeasance in accordance with the 2011 Indenture but are not subject to optional redemption until March 1, 2021; WHEREAS, the interest is payable on the Series 2011 Bonds on each March 1 and September 1 and principal is payable on the Series 2011 Bonds on each September 1 as provided in the 2011 Indenture; WHEREAS, the Agency has determined to issue its Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Refunding Bonds") in the aggregate principal amount of $ pursuant to the terms of an Indenture, dated as of 1, 2018 (the "2018 Indenture"), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "2018 Trustee"); WHEREAS, the Refunding Bonds are being issued for the purpose of providing moneys which will, among other things, be sufficient (together with other moneys and interest earnings thereon) (i) to provide for the payment when due of the principal of and interest on the Series 2011 Bonds to and including March 1, 2021, and (ii) to redeem the Series 2011 Bonds on March 1, 2021, at par without premium (the sum of the amounts referred to in clauses (i) and (ii) of this preamble are hereinafter referred to as the "Redemption Price"); WHEREAS, the Indenture contemplates the setting aside of a portion of the proceeds of the Refunding Bonds, together with other funds of the Agency, in order to provide for the payment of the Redemption Price related to the Series 2011 Bonds and that such proceeds shall be deposited in a special escrow fund to be created hereunder to be known as the Refunding Escrow to be maintained by the Escrow Agent (the "Refunding Escrow"); and WHEREAS, the Agency has taken action to cause to be delivered to the Escrow Agent for deposit in or credit to the Refunding Escrow cash in the amount of $ which has been certified by [Verification Agent] to be sufficient to pay when and as due the Redemption Price of the Series 2011 Bonds; 4142-5877-7620.1 SA -3-128